Exhibit 4.4


                             DATED 27 September 2001
                      ------------------------------------

                             (1) Publicis Groupe SA

                                     - and -

                      (2) Cordiant Communications Group plc

                                     - and -

                             (3) Mediavista Limited

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                             JOINT VENTURE AGREEMENT
                                   RELATING TO
                               MEDIAVISTA LIMITED
                       ------------------------------------

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                                TABLE OF CONTENTS

ClauseHeadings                                                              Page

1.    DEFINITIONS AND INTERPRETATION..........................................2

1.1   Definitions.............................................................2
1.2   Interpretation..........................................................7

2.    TRANSFER OF Z SHARES AND OHL SHARES TO THE COMPANY,
SUBSCRIPTION OF A SHARES AND TRANSFER OF O GERMAN SHARES
TO OHL8

2.1   Transfer of Z B Shares to the Company by P..............................8
2.2   Transfer of Z A Shares to the Company by C..............................8
2.3   Further subscription of shares in the Company by P......................8
2.4   Buy-back of deferred shares.............................................8
2.5   Transfer of OHL Shares to the Company...................................8
2.6   Transfer of O German Shares to OHL......................................8
2.7   Allotment, Issue and Transfer of Shares.................................9

3.    COMPLETION..............................................................9

3.1   Arrangements for Completion.............................................9
3.2   Further Obligations at Completion......................................10

4.    THE BUSINESS...........................................................10

4.1   Nature of Business.....................................................10
4.2   Relationship with Shareholders.........................................10
4.3   Undertakings with regard to conduct of Business........................10
4.4   Undertakings with regard to the O German Companies.....................11

5.    GENERAL UNDERTAKINGS...................................................11

5.1   Undertakings of the Company............................................11
5.2   Undertakings and agreement of the Shareholders.........................12
5.3   Undertakings of all parties............................................15

6.    ANNUAL ACCOUNTS........................................................18

7.    DIVIDENDS..............................................................18

7.1   Intention as regards dividends.........................................18
7.2   Policy.................................................................18
7.3   Recommendation, Declaration and Payment................................19
7.4   Interim Dividend of Z..................................................19

8.    ADMISSION..............................................................19

8.1   Intention to seek Admission............................................19
8.2   First Put Option.......................................................20
8.3   First Call Option......................................................22
8.4   Provisions relating to First Put Option and to First Call Option.......23

9.    SECOND CALL OPTION, SECOND PUT OPTION AND THIRD PUT OPTION.............23

9.1   Grant of Second Call Option............................................23
9.2   Grant of Second and Third Put Options..................................24
9.3   Provisions relating to the Second Put Option and to Third Put Option...24

10.   OPTION STATEMENT.......................................................25

11.   PROTECTION OF THE BUSINESS.............................................26

11.1  Definitions............................................................26
11.2  Restrictions...........................................................26
11.3  Restrictions Separate..................................................27
11.4  Exclusions.............................................................27

12.   REPRESENTATIONS AND WARRANTIES.........................................27

12.1  General................................................................28
12.2  Relating to the Company................................................28
12.3  Relating to OHL........................................................28

13.   TERMINATION............................................................28

13.1  Full Termination.......................................................28
13.2  Consequences of Termination............................................29

14.   COSTS AND EXPENSES.....................................................29

15.   CONFIDENTIALITY AND ANNOUNCEMENTS......................................29

15.1  General Restrictions...................................................29
15.2  Exceptions.............................................................30

16.   DISPUTE RESOLUTION.....................................................30

17.   GROUP RELIEF...........................................................30

18.   CONDUCT OF TAX AFFAIRS.................................................32

19.   MISCELLANEOUS PROVISIONS...............................................32

19.1  No Partnership.........................................................32
19.2  Assignment.............................................................32
19.3  Waiver.................................................................32
19.4  Entire Agreement.......................................................32
19.5  Notices................................................................33
19.6  Counterparts...........................................................34
19.7  Variations.............................................................34
19.8  Options................................................................34
19.9  Franchises.............................................................34

20.   GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS.....................34

20.1  English Law............................................................34
20.2  Jurisdiction...........................................................34
20.3  Waiver.................................................................34
20.4  Other jurisdictions....................................................34
20.5  Service of documents...................................................35


SCHEDULE 1 Shareholders......................................................36

SCHEDULE 2 The Company.......................................................37

SCHEDULE 3 The O Business....................................................39

SCHEDULE 4 Form of Deed of Accession.........................................41

SCHEDULE 5 NEW ARTICLES......................................................45

SCHEDULE 5 NEW ARTICLES......................................................46

SCHEDULE 6 Dispute resolution................................................47

SCHEDULE 7 FRANCHISE AGREEMENTS..............................................50

AGREED DRAFTS

Agreed Draft A New Media Services Agreement
Agreed Draft B First Termination Letter
Agreed Draft C Tax Indemnity
Agreed Draft D Second Termination Letter

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THIS AGREEMENT is made on 27 September 2001

BETWEEN:

1.   The  companies  each of whose name,  country of  incorporation,  registered
     number  and  registered  office  is set out in  Schedule  1 (each  of those
     parties whilst bound by this Agreement a "Shareholder"  and together whilst
     bound by this Agreement the "Shareholders"); and

2.   Mediavista Limited  (registered number 4244479) and whose registered office
     is at 82 Baker Street, W1U 6AE, London (the "Company").

WHEREAS:

(A)  Z is a company incorporated in England under the Companies Act 1985 and has
     an  authorised  share  capital  of  (pound)23,100,004  ordinary  shares  of
     (pound)1  each divided into  11,550,002 A ordinary  shares of (pound)1 each
     and  11,550,002  B ordinary  shares of  (pound)1  each of which  23,100,004
     shares have been issued credited as fully paid;

(B)  Saatchi & Saatchi Holdings Limited,  a wholly owned subsidiary of P, is the
     holder  of  11,550,002  Z Shares,  all of which  are B shares  and C is the
     registered holder of 11,550,002 Z Shares, all of which are A shares;

(C)  OHL, a wholly owned subsidiary of P, is the holder of the O Shares (subject
     to the exceptions set out in this Agreement);

(D)  P and C intend to combine their interests in Z and the O Business  (subject
     to the exceptions set out in this Agreement);

(E)  P intends to  transfer  the P Group's  shareholding  in Z to the Company in
     exchange  for the issue to  Saatchi & Saatchi  Holdings  Limited of 2,500 A
     Shares in the Company;

(F)  C intends to transfer its  shareholding in Z to the Company in exchange for
     the issue to it of 2,500 B Shares in the Company;

(G)  P  intends  to  transfer  its  interest  in  OHL  to the  Company  for  the
     consideration set out in this Agreement;

(H)  It is the intention of P and C that the Company should be the subject of an
     initial  public  offering on the London  Stock  Exchange  by the  Admission
     Deadline  and that if this should not occur by that date,  (a) C shall have
     the option to require P to purchase  or procure the  purchase of C's shares
     in the Company  and (b) P shall have the option to  purchase  C's shares in
     the Company, in each case on the terms set out in this Agreement.

(I)  It is the  intention  of the  parties  that they may  transfer  other media
     services and buying businesses carried on by their respective groups to the
     Company in exchange for the issue to them of shares in the Company;

(J)  The Company was  incorporated in England on 2 July 2001 under the Companies
     Act 1985 and is a private company limited by shares;

(K)  The Company has not traded and has no liabilities;

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(L)  The authorised share capital of the Company is (pound)100  divided into 100
     shares of (pound)1 each, two of which have been issued and are beneficially
     owned by Saatchi & Saatchi  Holdings  Limited  and C, and no person has any
     right to call for the issue or allotment of any shares or other  securities
     in the Company save as contemplated in this Agreement;

(M)  On 18 July 2001 P, C and OHL entered into the First JVA pursuant to which P
     undertook  to transfer or procure the transfer of the O Business to OHL and
     P and C undertook to transfer their respective interest in Z to OHL;

(N)  P,  after  18 July  2001,  transferred  the O  Business  to OHL  (with  the
     exception of the O German  Shares which are to be  transferred  pursuant to
     the terms of this Agreement) for the  consideration  set out under Schedule
     3;

(O)  As a result  of the  transfer  mentioned  under  Recital  (N)  above OHL is
     currently the  beneficial  owner of all the O Shares (with the exception of
     the O German Shares), which are free from any Encumbrances;

(P)  P and C have agreed to amend the terms and conditions of the First JVA;

(Q)  For the  purpose  set out in  Recital  (P)  above,  P and C have  agreed to
     terminate by mutual  consent the First JVA  effective as of the date hereof
     and to enter into a new joint venture  agreement  pursuant to the terms and
     conditions set forth herein;

(R)  The  Shareholders  and the Company  have agreed to make  provision  for the
     management  and  administration  of its affairs on the terms and conditions
     set out in this Agreement.

IT IS AGREED as follows:

1.        DEFINITIONS AND INTERPRETATION

1.1       Definitions

          In this Agreement,  the following words and expressions shall have the
          following meanings:

          "Accounts Date" means 31st December 2000;

          "Act" means the  Companies  Act 1985 (as amended by the  Companies Act
          1989);

          "Admission"  means admission of all of the issued share capital of the
          Company to trading on the London Stock Exchange and  "Admitted"  shall
          be constmed accordingly;

          "Admission  Deadline"  means the later of the  second  anniversary  of
          Completion and 31st December 2003;

          "Agreed  Draft"  means a draft  document in a form agreed  between the
          parties  bearing an  identifying  letter and initialled by the parties
          for the purpose of identification;

          "Article"  means  a  reference  to a  regulation  set  out in the  New
          Articles;

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<PAGE>

          "A Shares" means A ordinary  shares of (pound)1 each in the capital of
          the  Company to be reduced to 50p each after the  relevant  resolution
          referred to in clause 3.1.1(D) has been duly passed;

          "A  Directors"  means A Directors of the Company as defined in the New
          Articles;

          "Auditors" means Ernst & Young and Mazars,  chartered accountants,  or
          such  other  firm  of  international  accountants  as  the  Board  may
          determine from time to time, subject to clause 5.2.2(T);

          "Board" means the board of directors of the Company;

          "B Shares" means B ordinary  shares of (pound)1 each in the capital of
          the Company;

          "B  Directors"  means B Directors of the Company as defined in the New
          Articles;

          "Business"  means the  business of Media  Buying,  Media  Planning and
          Related  Services as such terms are defined in the New Media  Services
          Agreement;

          "Business  Day" means a day  (excluding  Saturdays) on which banks are
          open for business in the City of London, Paris and New York;

          "C" means Cordiant Communications Group plc;

          "C Group" means C and the entities which are under its Control;

          "Company's  Group"  means the  Company and any  undertaking  under its
          control from time to time;

          "Completion"  means,  save in respect of the  transfer of the O German
          Shares,  the completion of the obligations set out in clause 3 and the
          due compliance with the obligations in clause 3;

          "Control" means:

          (a)  the power  (whether  directly  or  indirectly  and whether by the
               ownership  of share  capital,  the  possession  of voting  power,
               contract or  otherwise)  to appoint  and/or remove all or such of
               the members of the board of directors or other  governing body of
               a person as are able to cast a majority  of the votes  capable of
               being  cast by the  members  of  that  board  or body on all,  or
               substantially  all, matters,  or otherwise to control or have the
               power to control the policies and affairs of that person; and/or

          (b)  the  holding  and/or  possession  of the  beneficial  interest in
               and/or the ability to exercise the voting  rights  applicable  to
               shares or other securities in any person (whether  directly or by
               means of holding  such  interests  in one or more other  persons)
               which confer in aggregate on the holders thereof more than 50 per
               cent of the total voting rights  exercisable at general  meetings
               of that person on all, or substantially all, matters;

          "Director" means a director of the Company;

          "Deed of Accession" means a deed  substantially in the form set out in
          Schedule 4;

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<PAGE>

          "Encumbrance" means any mortgage,  pledge,  lien, charge,  assignment,
          hypothecation, or other agreement or arrangement which has the same or
          a similar effect to the granting of security;

          "Draft Statement" means the statement served under clause 10.1;

          "financial  year"  means each period for which the Company is required
          to produce accounts in accordance with the Act;

          "First Call  Option"  means the option  granted by C to P under clause
          8.3;

          "First  Termination  Letter"  means the letter,  in the form of Agreed
          Draft  "B",  relating  to  the  termination  of (a)  the  shareholders
          agreement,  entered  into on 11 December  1997,  among C, Z, Saatchi &
          Saatchi  Holdings  Ltd and  Saatchi & Saatchi  Plc,  and (b) the media
          services agreement, entered into on 11 December 1997, between C and Z,
          and (c) the media  services  agreement,  entered  into on 11  December
          1997, between Saatchi & Saatchi plc and Z;

          "First JVA" means the joint venture  agreement entered into on 18 July
          2001 by and among P, C and OHL;

          "First Put Option" means the option granted under sub-clause 8.2.1;

          "Interest Period" means, in relation to a debt, each period determined
          in accordance with Clause 6;

          "Intermediate  Articles"  means the  articles  of  association  of the
          Company which are set out in Schedule 5B;

          "Investment  Bank" means the investment  bank appointed by the Company
          to advise in relation to the Admission;

          "LIBOR" means:

          (a)  the applicable Screen Rate; or

          (c)  (if no Screen  Rate is  available  for the  relevant  currency or
               period) the arithmetic mean of the rates (rounded upwards to four
               decimal  places) as  supplied by the  Reference  Banks to leading
               banks in the London interbank market,

          as at close of  business  on the  Quotation  Day for the  offering  of
          deposits  in the  currency  of the  relevant  debt  and  for a  period
          comparable to the Interest Period for that debt;

          "London  Stock  Exchange"  means  London  Stock  Exchange  PLC (or its
          successors);

          "New Articles"  means the articles of association of the Company which
          are set out in Schedule 5A;

          "New Media  Services  Agreement  means the  agreement  relating to the
          provision of media services in the form of Agreed Draft "A";

          "O Business" means the companies set out in Schedule 3;

                                                                               4
<PAGE>

          "O German  Companies" means Optimedia  Gesellshaft fur  Media-Services
          mbH  (Dusseldorf),  More  Media-Agentur  GmbH  (Dusseldorf)  and  More
          Media-Agentur GmbH (Munchen);

          "O German  Shares" means the issued  shares in the O German  Companies
          listed in Schedule 3,  representing  the percentages of the respective
          share capitals specified therein;

          "OHL" means Optimedia  Holdings Limited,  whose details are set out in
          Schedule 2B;

          "OHL Shares"  means all the issued  ordinary  shares in the capital of
          OHL;

          "O Shares" means all the issued shares of each of the companies listed
          in Schedule 3;

          "Option"  means  any of the  options  set out  under  clauses  8 and 9
          hereunder;

          "Option  Price" means the price at which the relevant  Option is to be
          exercised calculated pursuant to sub-clause 8.2.2;

          "Option  Shares" means the shares in the Company which are the subject
          of an option hereunder;

          "P" means Publicis Groupe SA;

          "Permitted  Transferee" means, in the case of the A Shares a member of
          the P Group and in the case of the B Shares a member of the C Group;

          "P Group" means P and the entities which are under its Control;

          "Quotation Day" means, in relation to any period for which an interest
          rate is to be determined:

          (a)  (if the currency is sterling) the first day of that period;

          (b)  (if the currency is Euro) two TARGET Days before the first day of
               that period; or

          (c)  (for any other  currency)  two Business Days before the first day
               of that period,

          unless market practice differs in the relevant  interbank market for a
          currency,  in which case the  Quotation  Day for that currency will be
          determined  in  accordance   with  market  practice  in  the  relevant
          interbank market (and if quotations would normally be given by leading
          banks in the  relevant  interbank  market  on more  than one day,  the
          Quotation Day will be the last of those days);

          "Reference  Banks" means, in relation to LIBOR,  the principal  London
          offices of Barclays. Bank of Scotland and Lloyds TSB;

          "Relevant Act" means:

               (a)  the  establishment of an agency in the United Kingdom and/or
                    France  and/or  the  Federal  Republic  of  Germany  for the
                    primary purpose of

                                                                               5
<PAGE>

                    carrying out the business of media buying or media  planning
                    in those countries, or

               (b)  the direct or indirect  acquisition of an agency (other than
                    a full service advertising  agency), in any country in which
                    the  Company's  Group carries on Business,  whose  principal
                    business is media buying or media planning, provided that if
                    such   acquisition  is  an  incidental   part  of  a  larger
                    transaction  this shall not be  considered  to be a Relevant
                    Act if the media buying or media  planning  business is sold
                    within twelve months of the original acquisition, or

               (c)  the entering into, directly or indirectly,  any partnership,
                    joint venture or other  agreement for the principal  purpose
                    of  forming a business  whose  principal  activity  is media
                    buying or media  planning  competing with the Business in at
                    least two continents;

          provided that where any member of the C Group is requested by a client
          to set up, alone or jointly with another  person,  a media buying or a
          media planning  business  (including but not limited to in the manners
          set out under (a), (b) or (c) above) exclusively for such client, then
          (i) compliance  with such request and/or (ii) any act permitted  under
          the New Media Services  Agreement shall not constitute a Relevant Act,
          provided always that any such member of the C Group shall consult with
          the Company before doing so;

          "Screen  Rate"  means  in  relation  to  LIBOR,  the  British  Bankers
          Association  Interest  Settlement  Rate for the relevant  currency and
          period  displayed  on the  appropriate  page  of the  Telerate/Reuters
          screen;

          "Second Call Option"  means the option  granted by C to P under clause
          9.1;

          "Second Put Option"  means the option  granted by P to C under  clause
          9.2.1;

          "Second  Termination  Letter" means the letter,  in the form of Agreed
          Draft "D", relating to the termination of the First JVA;

          "Shareholder"  means, as at the date of this  Agreement,  each company
          listed in Schedule 1;

          "Shares" means A Shares and/or (as the case may be) B Shares;

          "TARGET" means  Trans-European  Automated  Real-time Gross  Settlement
          Express Transfer Payment system;

          "TARGET Day" means any day on which TARGET is open for the  settlement
          of payments in euro;

          "the Tax Indemnity" means a deed of indemnity against liability to Tax
          in the form of Agreed Draft "C";

          "Termination Date" means the date of termination of this Agreement;

          "Third Put  Option"  means the option  granted by P to C under  clause
          9.2.3;

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<PAGE>

          "UK Listing  Authority" means the Financial  Services Authority as the
          competent authority for listing in the United Kingdom under Part IV of
          the Financial Services Act 1986;

          "Z" means Zenith Media Holdings Limited,  whose details are set out in
          Schedule 2A;

          "Z Accounts" means the audited consolidated balance sheet of Z and its
          subsidiaries  as at the  Accounts  Date and the  audited  consolidated
          profit and loss  account of Z and its  subsidiaries  in respect of the
          accounting  reference  period of Z and its  subsidiaries  ended on the
          Accounts Date;

          "Z Group" means Z and the entities under its Control;

          "Z A Shares" means A ordinary shares of (pound)1 each in Z;

          "Z B Shares" means B ordinary shares of (pound)1 each in Z; and

          "Z Shares" means Z A Shares and Z B Shares.

1.2       Interpretation

          1.2.1     In  this  Agreement,   save  where  the  context   otherwise
                    requires:

          1.2.2     the  singular   includes  the  plural  and  vice  versa  and
                    reference  to any gender  includes a reference  to all other
                    genders;

          1.2.3     headings and the use of bold typeface shall be ignored;

          1.2.4     references to any enactment shall include references to such
                    enactment as it may, after the date of this Agreement,  from
                    time to time be amended, supplemented or re-enacted;

          1.2.5     a   reference   to   a   clause,   sub-clause,    paragraph,
                    sub-paragraph  or  schedule  is,  unless  indicated  to  the
                    contrary, a reference to a clause, sub-clause,  paragraph or
                    schedule of this Agreement;

          1.2.6     a reference  to a balance  sheet or profit and loss  account
                    includes a reference to any note forming part of it;

          1.2.7     unless otherwise expressly provided,  expressions defined in
                    the Act have the meanings there given to them;

          1.2.8     a reference  to a person  includes a reference  to a firm, a
                    body  corporate,  an  unincorporated  association  or  to  a
                    person's executors or administrators;

          1.2.9     a reference to a "party" is to a party to this Agreement for
                    the time being and a reference to the  "parties"  is, unless
                    otherwise stated to the contrary, a reference to all parties
                    to this Agreement for the time being;

          1.2.10    references to writing shall include any modes of reproducing
                    words in a legible and non-transitory  form; and a reference
                    to a  document  `in the  agreed  form' is a  reference  to a
                    document in the form of the draft which, for identification,
                    is endorsed with a statement  (signed by or on behalf of the
                    parties)  to the effect  that it is such a document  for the
                    purpose of this Agreement; and

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<PAGE>

          1.2.11    words and  expressions  defined in the Tax  Indemnity  shall
                    have the same meaning.

2.        TRANSFER OF Z SHARES AND OHL SHARES TO THE COMPANY,  SUBSCRIPTION OF A
          SHARES AND TRANSFER OF O GERMAN SHARES TO OHL

2.1       Transfer of Z B Shares to the Company by P

          P shall procure the sale of, as  beneficial  owner and with full title
          guarantee,  all of  the Z B  Shares  to the  Company,  free  from  all
          Encumbrances and with all the rights attaching  thereto at the date of
          this Agreement,  in consideration of the issue to it by the Company of
          2,499 B Shares.

2.2       Transfer of Z A Shares to the Company by C

          C shall sell or procure the sale of, as beneficial owner and with full
          title guarantee,  all of the Z A Shares to the Company,  free from all
          Encumbrances and with all the rights attaching  thereto at the date of
          this Agreement,  in consideration of the issue to it by the Company of
          2,499 A Shares.

2.3       Further subscription of shares in the Company by P

          P shall  procure that  another  member of the P Group  subscribes  for
          further  5,000 B Shares in the Company  upon payment to the Company of
          (pound)5,000.

2.4       Buy-back of deferred shares

          Conditional  upon and following the subscription of shares referred to
          in clause 3.1.1(C) and the creation of the deferred shares referred to
          in clause  3.1.1(D) and prior to the transfer of the OHL Shares to the
          Company  referred to in clauses 2.4 below, C shall sell to the Company
          and the Company shall  purchase  such  deferred  shares for the sum of
          (pound)1, and the parties shall procure that all necessary resolutions
          are passed to approve such transfer.

2.5       Transfer of OHL Shares to the Company

          Conditional  upon and following the subscription of shares referred to
          in clause 3.1.1(C), the creation of the deferred shares referred to in
          clause  3.1.1(D)  and the buy back of deferred  shares  referred to in
          clause  3.1.1(E),  P shall  procure  the sale of the OHL Shares to the
          Company, as beneficial owner and with full title guarantee,  free from
          all Encumbrances and with all the rights attaching thereto at the date
          of this Agreement, in consideration of (pound)5,000.

2.6       Transfer of O German Shares to OHL

          P shall procure the sale of, as  beneficial  owner and with full title
          guarantee,  all  of  the  O  German  Shares  to  OHL,  free  from  all
          Encumbrances and with all the rights attaching  thereto at the date of
          this Agreement, for the consideration set out in Schedule 3.

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<PAGE>

2.7       Allotment, Issue and Transfer of Shares

          The Shares to be allotted,  issued and  transferred in accordance with
          sub-clauses  2.1,  2.2, 2.3,  2.4, 2.5 and 2.6 shall  respectively  be
          allotted and issued and transferred fully paid at Completion free from
          all Encumbrances and with all the rights attaching to them pursuant to
          the New Articles (where relevant).

3.        COMPLETION

3.1       Arrangements for Completion

          Completion  of the sale of the Z Shares  and of the OHL  Shares to the
          Company  and of the O German  Shares  to OHL shall  take  place at the
          offices of P's  solicitors  (or at such other place as the parties may
          agree) as set out in this clause 3.

          3.1.1     On  or before 14 September 2001, or such other date as P and
                    C shall agree:

                    (A)  P shall  procure the  transfer of the Z B Shares to the
                         Company  for the  consideration  set out in clause  2.1
                         above;

                    (B)  C shall  transfer the Z A Shares to the Company for the
                         consideration set out in clause 2.2 above;

                    (C)  P shall  procure  that  another  member  of the P Group
                         subscribes  for a further 5,000 B Shares in the Company
                         for the  consideration set out in clause 2.3 above (one
                         share of which  will be issued by the  Company  for the
                         purposes  of the  buy-back  referred  to  under  clause
                         3.1.1(E) below);

                    (D)  an EGM of the Company shall be held at which:

                         (1) the 2,500 A Shares of (pound)1 each held by C shall
                             be  converted  into  2,500  A Shares  of  50p  each
                             and 2,500 deferred shares of 50 p each;

                         (2) the  Intermediate Articles shall be approved as the
                             Articles of the Company;

                    (E)  conditional upon due performance of the actions set out
                         under clause  3.1.1(D) above and following the creation
                         of the  deferred  shares  referred  to in  such  clause
                         3.1.1(D)  above,  and prior to the  transfer of the OHL
                         Shares to the Company referred to in clauses 2.4 above,
                         C shall  sell to the  Company  and  the  Company  shall
                         purchase such deferred  shares for the sum of (pound)1,
                         and  the  parties  shall  procure  that  all  necessary
                         resolutions are passed to approve such transfer;

                    (F)  conditional upon due performance of the actions set out
                         under clause 3.1.1(C), 3.1.1(D) and 3.1.1(E) above, and
                         immediately  after  the  transfer  referred  to in such
                         clause  3.1.1(E)  above P shall procure the transfer of
                         the OHL Shares to the Company for the consideration set
                         out in clause 2.4 above;

                    (G)  an EGM of the  Company  shall be held at which  the New
                         Articles  shall  be  approved  as the  Articles  of the
                         Company;

                                                                               9
<PAGE>

                    (H)  the Company  shall become  liable for the relevant debt
                         or issue the relevant A Shares and B Shares (as set out
                         above)   simultaneously  with  each  of  the  transfers
                         carried  out by P or C, as the case may be  pursuant to
                         this sub-clause 3.1.1.

          3.1.2     On or before 15th January  2002, or such other date as P and
                    C shall agree P shall  transfer  the O German  Shares to OHL
                    for the consideration set out in Schedule 3.

          3.1.3     P or C, as the case may be, shall deliver such documents and
                    shall  take  such  steps  as  are   required   to  vest  the
                    transferred  shares  and or  other  assets  in  the  Company
                    including the delivery of those documents listed in Schedule
                    8.

3.2       Further Obligations at Completion

          Immediately after the transfers set out in clause 3.1 above:

          3.2.1     Each of P and C shall  execute an  agreement  in the form of
                    the New  Media  Services  Agreement  and the  Company  shall
                    execute each such agreement;

          3.2.2     Each  of  P,  C  and  the  Company  shall  execute  the  Tax
                    Indemnity;

          3.2.3     the  First  Termination  Letter  shall  be  executed  by all
                    parties thereto;

          3.2.4     the  Second  Termination  Letter  shall be  executed  by all
                    parties thereto;

          3.2.5     the parties shall execute and/or deliver all other documents
                    and instruments  required to be executed and/or delivered in
                    order to duly implement the  transactions  set forth in this
                    Agreement; and

          3.2.6     a  meeting  of the  Board  shall  be held at  which  up to 3
                    (three)  directors shall be appointed as B Directors,  and 1
                    (one) director shall be appointed as A Director.

4.        THE BUSINESS

4.1       Nature of Business

          It is the  intention  of the  parties  that at all  times  during  the
          continuance  of this  Agreement  the  business  of the Company and its
          subsidiaries shall be the Business.

4.2       Relationship with Shareholders

          In  conducting  its day to day  operations,  the Company shall operate
          independently  of P and C and shall not hold  itself  out as acting in
          the  interests of P or C provided that the Company shall comply with P
          Group  procedures  and  guidelines  from time to time in force (to the
          extent that to do so will not override or prejudice  the rights of the
          holders of the B Shares as set out in clause 5.2.2).

4.3       Undertakings with regard to conduct of Business

          Each of the Shareholders undertakes to each of the other Shareholders:

                                                                              10
<PAGE>

          4.3.1     to  exercise  its  respective  rights and powers  under this
                    Agreement and as a holder of Shares to ensure,  so far as it
                    lawfully  can,  that the  provisions  of this  Agreement are
                    complied with; and

          4.3.2     to procure, so far as it is able to do so, that any Director
                    appointed  by it shall so act and  vote in  relation  to the
                    affairs  of the  Company  (subject  always to the  fiduciary
                    duties of such  Directors to the Company) to ensure that the
                    Business  and all the  affairs of the Company are carried on
                    in a proper  manner and bona fide in the best  interests  of
                    the Company.

4.4       Undertakings with regard to the O German Companies

          P  represents,  warrants and  undertakes  that at all times during the
          period  between the execution of this  Agreement and Completion of the
          transfer set out under clause 3.1.2 above,  unless otherwise agreed in
          writing, the business of the O German Companies will be carried out in
          the ordinary course.

5.        GENERAL UNDERTAKINGS

5.1       Undertakings of the Company

          The Company undertakes to each of the Shareholders that:

          5.1.1     Compliance with Agreement

                    It will duly and punctually perform, enforce and comply with
                    all its rights and obligations pursuant to this Agreement.

          5.1.2     Information

                    (A)  The  Shareholders  and the Company agree that, for this
                         purpose,  the A Directors  and the B Director  shall be
                         entitled   to  pass  to  P  and  C   respectively   any
                         information  relating to the  Company,  its Business or
                         affairs,  and neither the  Shareholder  nor the Company
                         shall   raise  any   objection   to  such   passing  of
                         information  nor  allege  any  breach  of any  duty  of
                         confidence to the Company as a result of such action.

                    (B)  Neither   C  nor  P  shall   pass  to  the   other  any
                         commercially    sensitive   information   about   their
                         respective  businesses  and C  shall  not  pass  to the
                         Company any commercially  sensitive  information  about
                         C's business, except:

                         (1) where  necessary  for the implementation of the New
                             Media   Services   Agreement   to   which  C  or  P
                             respectively is a party; or

                         (2) where  such  information  is  already in the public
                             domain.

          5.1.3     No Agency

                    It  shall  not  and  shall  not  permit  any  member  of the
                    Company's   Group   to  hold   itself   out  as   agent   or
                    representative  of any  member of the P Group or the C Group
                    except as required in  relation  to the  provision  of media
                    services  in  the  normal  course  of  the  Business  or  as
                    otherwise agreed in writing between the relevant parties.

                                                                              11
<PAGE>

          5.1.4     Monthly Management Accounts

                    The  Company   undertakes  to  deliver  monthly   management
                    accounts  to P and C  within  30  days  from  the end of the
                    relevant calendar month.

5.2       Undertakings and agreement of the Shareholders

          5.2.1     General Undertaking

                    Each Shareholder agrees to exercise its voting and any other
                    rights  attaching  to the Shares and its rights  pursuant to
                    this  Agreement  (all such  rights  being  together  for the
                    purposes of this clause "Shareholder Rights") to procure, so
                    far as it lawfully can,  that the Board shall  determine the
                    general  policy of the  Company  in the  carrying  on of the
                    Business in accordance  with the express  provisions of this
                    Agreement and of the New Articles.

          5.2.2     Matters requiring approval

                    Each  Shareholder  agrees  that,  for so long  as the  other
                    Shareholder holds not less than 15 (fifteen) per cent of the
                    Company's  issued  shares  (by  reference  to the  number of
                    shares held and  irrespective  of nominal  value),  it shall
                    exercise  its  Shareholder  Rights to procure,  so far as it
                    lawfully can, that, except for matters specifically provided
                    by this  Agreement or any other  agreement  between P and C,
                    the  Company  shall not carry out (and  shall not enter into
                    any agreement to carry out) any of the activities  specified
                    below  without  the  prior  approval  of at  least  one  "A"
                    Director and the "B" Director at a meeting duly convened and
                    held in accordance with the New Articles, provided that this
                    sub-clause  5.2.2  shall not apply if any  person or persons
                    acting in concert (as defined in the City Code on  Takeovers
                    and  Mergers)  has  acquired  Control  of C  and/or  if  the
                    circumstances set out under sub-clause 9.1.1(C) have arisen:

                    Acquisitions or disposals

                    (A)  any sale or other disposition of any asset or connected
                         group of assets or any acquisition  (other than that of
                         the O German  Shares  pursuant to clause  3.1.2) of any
                         asset or  connected  group of assets  (other  than real
                         estate)   where  the  overall  value  of  the  relevant
                         transaction   (meaning  the  purchase  price  plus  the
                         maximum  amount of any  earn-outs and any funding to be
                         provided  by the  Company  to an  acquired  company  or
                         business)  is  higher  than   (pound)3,000.000   (three
                         million pounds sterling);

                    (B)  the acquisition or disposal of any freehold real estate
                         for an  amount in  excess  of  (pound)3,000,000  (three
                         million  pounds  sterling)  or the  acquisition  of any
                         other  interest  in real estate  outside  the  ordinary
                         course of business;

                    Incurring of commitments, liabilities, etc

                    (C)  the creation by the Company of any  borrowings or other
                         indebtedness  or obligation in the nature of borrowings
                         (including, without limitation, obligations pursuant to
                         any debenture, bond, note, loan stock or other security
                         of the  Company  and  obligations  pursuant  to finance
                         leases) other than in the ordinary course of business;

                                                                              12
<PAGE>

                    (D)  the incurring of any capital expenditure by the Company
                         other than in the ordinary course of business;

                    (E)  the granting of any  guarantee or indemnity  other than
                         in the ordinary course of business;

                    (F)  the  creation  of any  Encumbrance  over the whole or a
                         substantial part of the Company's undertaking;

                    Manner of carrying on business

                    (G)  any transaction with any member of the P Group or the C
                         Group otherwise than at arms length and for full value;

                    (H)  any proposal for the  winding-up or  liquidation of the
                         Company or for the Company to go into administration or
                         for any compromise or arrangement within the meaning of
                         section 425 of the Act;

                    (I)  any material change in the nature of the Business;

                    (J)  the entry by the Company  into any  partnership,  joint
                         venture  or  other  profit   sharing   agreement   (not
                         including employee incentive plans) where the amount of
                         the relevant  investment by the Company is greater than
                         (pound)3,000,000 (three million pounds sterling);

                    (K)  any  advance,  loan or deposit of money by the  Company
                         other than in the ordinary course of business;

                    (L)  the entering into any  agreement for the  management of
                         the  Company  or any of its  assets  other  than in the
                         ordinary course of business;

                    (M)  the incurring of management charges other than under an
                         agreement permitted by sub-paragraph 5.2.2(L);

                    (N)  any proposal to initiate any  litigation or arbitration
                         proceedings  involving the Company  (other than routine
                         debt  collection)  other than in the ordinary course of
                         business;

                    Matters affecting capital and corporate governance

                    (O)  the  issue  of any  shares  in the  Company  (by way of
                         bonus,  rights or  otherwise)  and/or  the grant of any
                         option or right to acquire or call for the issue of the
                         same whether by conversion,  subscription  or otherwise
                         unless  both (a) the issue is to a third party for fair
                         value  in an  arm's  length  transaction;  and (b) as a
                         result the issued share capital of the Company would be
                         increased by not more than 5% of the level which it has
                         or would have  following the transfer to the Company of
                         the Z Shares and the O Business;

                    (P)  the  redemption or purchase by the Company of any share
                         or the reduction in the Company's share capital, or any
                         uncalled or unpaid liability in respect thereof, unless
                         the aggregate of all such  transactions  represents not
                         more than 5% of the issued share capital of the

                                                                              13
<PAGE>

                         Company  which  it  has  or would  have  following  the
                         transfer to the Company of  the  Z  Shares  and  the  O
                         Business;

                    (Q)  the  consolidation,  subdivision  or  variation  of the
                         rights attached to, or any  reorganisation of any share
                         capital of the Company;

                    (R)  any change to the New Articles;

                    (S)  the grant to any person other than a representative  of
                         the P Group or the C Group of the  right to  appoint  a
                         director of the Company;

          Accounts and auditors

                    (T)  any change in the Company's auditors from time to time,
                         provided  that this shall not apply to the  appointment
                         of  an  auditor  which  is  one  of  Arthur   Andersen,
                         PricewaterhouseCoopers,  Deloitte  &  Touche,  KPMG  or
                         Ernst & Young,  each of these  alone  or  jointly  with
                         Mazars;

                    (U)  the  making of any change to the  accounting  practices
                         and policies of the Company except where such change is
                         recommended  by  the  Auditors  as a  consequence  of a
                         change in generally  accepted  accounting  practices or
                         policies applicable to companies carrying on businesses
                         of a similar nature to the Business or as a consequence
                         of a change in law, provided that where a change has or
                         will have an immaterial  effect on the interests of C ,
                         the   approval   of  the  B   Director   shall  not  be
                         unreasonably withheld or delayed.

          5.2.3     Failure to agree

                    If a proposal to transact any matter specified in sub-clause
                    5.2.2 is put to a meeting of the  Directors and such meeting
                    is unable to agree the course of action to be followed:

                    (A)  the Shareholders shall use all reasonable endeavours to
                         resolve   the   matter   expeditiously   and   to   the
                         satisfaction of themselves and the Directors; and

                    (B)  in the absence of such agreement, the Company shall not
                         proceed with the matter in question.

          5.2.4     Negative Pledge

                    Each of the  Shareholders  undertakes  to each of the  other
                    Shareholders  and to the  Company  that it shall  not at any
                    time  create or  permit to  subsist  any  Encumbrance  on or
                    affecting any of the Shares held by it.

          5.2.5     Restriction on Disposal of Shares

                    (A)  Subject to the following  provisions of this sub-clause
                         5.2.5,  each of the Shareholders  undertakes to each of
                         the other Shareholders and to the Company that it shall
                         not at any time  transfer or  otherwise  dispose of any
                         Shares or of any  interest in or option over any Shares
                         other than in connection with or following Admission or
                         pursuant to the exercise of the Put Option or the First
                         Call Option or the Second Call Option;

                                                                              14
<PAGE>

                    (B)  a  Shareholder  may  transfer any Shares to a Permitted
                         Transferee  provided that if any  Permitted  Transferee
                         ceases  to be a  member  of the P Group  or the C Group
                         respectively,  it shall  be the  duty of the  Permitted
                         Transferee  and P or C (as the case  may be) to  notify
                         the Board of such event and to procure  that the Shares
                         concerned   are   forthwith   transferred   to  another
                         Permitted Transferee;

                    (C)  P or C (as the  case  may be)  shall  procure  that its
                         Permitted Transferee:

                         (1) enters into and  complies  with the terms of a Deed
                             of Accession; and

                         (2) complies with all the obligations imposed on P or C
                             respectively under this Agreement.

          5.2.6     Relationship of Agreement and New Articles

                    If, during the continuance of this Agreement, there shall be
                    any conflict between the provisions of this Agreement and of
                    the New Articles,  then as between the Shareholders,  during
                    such period, the provisions of this Agreement shall prevail.

          5.2.7     No amendment to New Articles

                    Nothing  contained  in this  Agreement  shall be  deemed  to
                    constitute  an  amendment  of  the  New  Articles  or of any
                    previous articles of association of the Company.

5.3       Undertakings of all parties

          5.3.1     Compliance with New Articles

                    Each of the  parties  agrees  that at all times  during  the
                    currency of this  Agreement  it shall  fully and  punctually
                    perform,  enforce and comply with all rights and obligations
                    on its part under the New Articles.

          5.3.2     Effect of undertaking

                    It is agreed that it is the intention of each of the parties
                    that the effect of the  undertaking  contained in sub-clause
                    5.3.1 is that each  provision of the New  Articles  shall be
                    enforceable   by  the  parties  inter  se  and  in  whatever
                    capacity.

5.4       Save for any  transfers or  dividends  specified in Schedule 3 of this
          Agreement  and  any  transactions  or  arrangements  disclosed  in the
          audited  accounts of the O Business for the financial  period ended 31
          December 2000 and other than trading  transactions entered into in the
          normal  course of the O Business P  represents  and warrants to C that
          since  31  December  2000  the O  Business  has not  entered  into any
          transactions or arrangements  which have or will reduce the net assets
          or net equity of the O Business.

5.5       Save for the agreement to acquire Sponsorship  Research  International
          and the entering  into of the joint venture known as Zenith Direct LLC
          and any transactions or arrangements disclosed in the audited accounts
          of Z for the  financial  period ended 31 December  2000 and other than
          trading  transactions  entered  into  in the  ordinary  course  of the
          business of Z, C  represents  and warrants to P that since 31 December
          2000 Z

                                                                              15
<PAGE>

          has not entered into any  transactions or  arrangements  which have or
          will reduce the net assets or net equity of Z.

5.6       P agrees  that  from  the  date  hereof  and  during  the term of this
          Agreement, save for trading balances between any member of the P Group
          and the O  Business  and/or  the  Company  (or any  members  of  their
          respective  Groups) relating to services provided by or to a member of
          the P Group  (where  interest  shall be due and payable in  accordance
          with  clause 5.7  below),  interest  of LIBOR plus 1% shall be due and
          payable on all and any  inter-company  debt arising between any member
          of the P Group and the O Business  and/or the  Company (or any members
          of their respective Groups),  such interest to accrue on a daily basis
          and be payable on the last Business Day of each calendar  month. It is
          also agreed that where any company is owed debt  specified in Schedule
          3, such debt shall be offset  against  inter-company  debt in the same
          currency  (other than such trading  balances) owed by any such company
          to any member of the Company's  Group before such interest  accrues on
          such debt specified in Schedule 3.

5.7       P shall procure that each member of its Group pays and settles all and
          any  trading  balances  between  any  member  of the P Group and the O
          Business  and/or  the  Company  and/or  Z  or  any  members  of  their
          respective  Groups  as  soon  as  reasonably  practicable  (as  if the
          relevant debt had been  incurred on an arm's length  basis)  following
          receipt of the relevant  invoice and interest shall be due and payable
          thereon after any such balances have been  outstanding  for 90 days or
          more at LIBOR plus 1%, such  interest to accrue on a daily basis after
          such 90 day period and to be payable on the last  Business Day of each
          calendar month PROVIDED THAT to the extent that the relevant member of
          the P Group has not received  payment from the relevant client for any
          services to which the relevant  outstanding  trading balance  relates,
          then no such  interest  shall accrue and be payable until such payment
          is received PROVIDED FURTHER THAT P and the relevant  member(s) of its
          Group have and  continue to use all  reasonable  endeavors  to collect
          such payment from the relevant client.

5.8       C agrees  that  from  the  date  hereof  and  during  the term of this
          Agreement, save for trading balances between any member of the C Group
          and Z and/or the Company (or any members of their  respective  Groups)
          relating to services  provided by or to a member of the C Group (where
          interest shall be due and payable in accordance with clause 5.9 below)
          interest  of LIBOR  plus 1% shall  be due and  payable  on all and any
          inter-company  debt  arising  between  any member of the C Group and Z
          and/or the Company (or any members of their respective  Groups),  such
          interest  to  accrue  on a daily  basis  and be  payable  on the  last
          Business Day of each calendar month.

5.9       C shall procure that each member of its Group pays and settles all and
          any  trading  balances  between any member of the P Group and Z and/or
          the Company or any members of their  respective  Groups as  reasonably
          practicable  (as if the  relevant  debt had been  incurred on an arm's
          length basis)  following  receipt of the relevant invoice and interest
          shall be due and payable  thereon  after any such  balances  have been
          outstanding  for 90 days or more at LIBOR plus 1%,  such  interest  to
          accrue on a daily  basis after such 90 day period and to be payable on
          the last  Business Day of each  calendar  month  PROVIDED  THAT to the
          extent  that  the  relevant  member  of the C Group  has not  received
          payment  from the  relevant  client  for any  services  to  which  the
          relevant  outstanding  trading balance relates,  then no such interest
          shall accrue and be payable  until such  payment is received  PROVIDED
          FURTHER THAT C and the

                                                                              16
<PAGE>

          relevant  member(s)  of  its  Group  have  and  continue  to  use  all
          reasonable endeavors to collect such payment from the relevant client.

5.10      In the event  that any  trading  balances  referred  to in clause  5.6
          remain  outstanding  for more  than 90 days P shall  give  notice to C
          stating  why such  balances  are  outstanding  and, if  relevant,  why
          interest is not accruing  and/or  payable,  otherwise  interest  shall
          nevertheless  accrue  and be  payable  pursuant  to  clause  5.6,  and
          following   receipt   of  such   notice  C  or  its  duly   authorized
          representatives shall, following reasonable notice, be given access to
          any records,  correspondence or documents relating to such outstanding
          trading  balances,  and shall at their own cost be  allowed  to retain
          copies of the same.

5.11      In the event  that any  trading  balances  referred  to in clause  5.9
          remain  outstanding  for more  than 90 days C shall  give  notice to P
          stating  why such  balances  are  outstanding  and, if  relevant,  why
          interest is not accruing  and/or  payable,  otherwise  interest  shall
          nevertheless  accrue  and be  payable  pursuant  to  clause  5.9,  and
          following   receipt   of  such   notice  P  or  its  duly   authorized
          representatives shall, following reasonable notice, be given access to
          any records,  correspondence or documents relating to such outstanding
          trading  balances,  and shall at their own cost be  allowed  to retain
          copies of the same.

5.12      P  represents  and  warrants to C that the O Business  has  sufficient
          funds to conduct its  business up to 4 (four)  months from  Completion
          without  financial  support from  another  party  notwithstanding  the
          Reorganisation  (as defined in the Tax  Indemnity) and save in respect
          of any matters or circumstances  which are not reasonably  foreseeable
          at the date hereof.

5.13      P shall  procure  that all profit  sharing  arrangements  between  the
          members of the O Business  and other  members of the P Group  shall be
          terminated  no later than  Completion  with effect from 31st  December
          2000 (31st  December  2001 in the case of  Optimedia  Gesellshaft  fur
          Media-Services  mbH) and all  appropriate  transfers of funds shall be
          made to the company  entitled  thereto  with effect from the  relevant
          effective termination date.

5.14      P undertakes to the Company (as trustee for the benefit of each member
          of the Company's Group) to use all reasonable endeavours to obtain the
          release of each  member of the  Company's  Group  from any  guarantee,
          indemnity,  security  and  other  assurance  or  obligation  given  or
          undertaken by it in connection with any liability or obligation of any
          member of the P Group (other than the Company's  Group) (together a "P
          Guarantee")  and until release is obtained P undertakes to the Company
          (as trustee for the benefit of each member of the Company's  Group) to
          indemnify  each member of the  Company's  Group  against any liability
          incurred under any P Guarantee.

5.15      P  undertakes  to C (for itself and as trustee for the benefit of each
          member of the C Group) to use all reasonable  endeavours to obtain the
          release of each member of the C Group from any  guarantee,  indemnity,
          security and other  assurance or obligation  given or undertaken by it
          in connection  with any liability or obligation of any member of the Z
          Group  (together  a "C  Guarantee")  and until  release is  obtained P
          undertakes  to C (for  itself and as trustee  for the  benefit of each
          member of the C Group) to  indemnify  C and each member of the C Group
          against any liability incurred under any C Guarantee;  provided that C
          shall  provide  reasonable  assistance  to P for the  purposes of this
          sub-clause.

                                                                              17
<PAGE>

5.16      C warrants that as at the date of this  Agreement  there are no actual
          accrued liabilities outstanding in connection with C Guarantees.

5.17      Save as where otherwise  provided in this Agreement or in the Articles
          of Association of the Company from time to time, it is agreed that for
          the entire  duration  of the period  during  which the A Shares have a
          different nominal value from the B Shares, each A Share shall have the
          same  rights   (including   but  not  limited  to  voting  rights  and
          entitlement  to  dividends)  as each B Share  as if they  had the same
          nominal value,  and the Company and all other parties shall operate on
          the basis of this  agreed  principle.  In the event that the holder of
          the A Shares  suffering  any  losses,  costs,  claims or  damages as a
          result of the nominal  value of its shares  being  different  from the
          nominal value of the B Shares,  P shall  indemnify and hold harmless C
          and any  member of its group in  respect  of any such  losses,  costs,
          claims or damages.

6.        ANNUAL ACCOUNTS

          At  the  end  of  each  financial  year,  or  as  soon  as  reasonably
          practicable thereafter, the Company shall procure:

6.1       that an account  shall be taken of all the assets and  liabilities  of
          the  Company's  Group  and of all  dealings  and  transactions  of the
          Company's Group during such financial year;

6.2       that  the  Directors  shall  prepare  a  report  and  accounts  of the
          Company's Group on a consolidated  basis as if the Company was a stand
          alone company and not part of the P Group in  accordance  with the Act
          and, subject as aforesaid,  the accounting practices and policies of P
          to be audited by the Auditors within two (2) months of the end of each
          financial year; and

6.3       that such accounts shall be laid before the Company in general meeting
          not  later  than  three  (3)  months  after  the  relevant  accounting
          reference date;

7.        DIVIDENDS

7.1       Intention as regards dividends

          The parties agree that it is their common  intention that dividends be
          paid in respect of the Shares.

7.2       Policy

          The parties  agree that  whenever  the amount of a dividend to be paid
          falls to be ascertained:

          7.2.1     the total profits of the Company  available for distribution
                    within  the  meaning  given  in Part  VIII  of the Act  (the
                    "distributable profits"), shall be determined;

          7.2.2     the  Directors   shall   identify   amounts  (the  "retained
                    amounts")  which they consider  (having  regard to all other
                    sources  of  funding  available  to the  Company)  should be
                    retained in order:

                    (A)  to meet foreseeable commitments and contingencies; and

                                                                              18
<PAGE>

                    (B)  to develop the Business in  accordance  with the budget
                         approved by the Board and the terms of this  Agreement;
                         and

          7.2.3     75  per  cent  of  the  balance  (if  any)  remaining  after
                    deducting  the  retained  amounts  from  the   distributable
                    profits shall be paid to the  Shareholders by way of interim
                    or, as the case may be, final dividend on the Shares.

7.3       Recommendation, Declaration and Payment

          7.3.1     The parties  undertake to procure (so far, in each case,  as
                    they are able) that  dividends are declared or  recommended,
                    as appropriate; and

          7.3.2     the  Shareholders  undertake to exercise the votes attaching
                    to the Shares to approve any recommendations  made , in each
                    case  in  accordance  with  the  principles  set out in this
                    clause 7.

7.4       Interim Dividend of Z

          On or before the earlier of 31st October 2001 and the second  Business
          Day following the  determination by the Independent  Accountants under
          sub-clause  7.4.5  below,  P  shall  procure  that Z pays  an  interim
          dividend on the following basis:

          7.4.1     The  amount of the  dividend  shall  equal the amount of the
                    distributable  profit  of Z earned in the  period  from 31st
                    January 2001 to 30th September 2001 (the "Z Profit").

          7.4.2     The  dividend  shall be payable to the  shareholders  on the
                    register  of  members  of Z at  close  of  business  on 26th
                    September 2001.

          7.4.3     The amount of the  dividend  shall be divided  amongst  such
                    shareholders in accordance with their  entitlement under the
                    Articles of Association of the Company in force  immediately
                    prior  to the  execution  of this  Agreement  and  shall  be
                    calculated  in the  same  proportions  as are set out in the
                    August 2001 management accounts of Z.

          7.4.4     The Z  Profit  shall  be  determined  on  the  basis  of the
                    existing   management  accounts  of  Z  and  the  management
                    accounts  of Z for the  period  from 1st  September  to 30th
                    September 2001 which shall be prepared on a basis consistent
                    with  those of the  existing  management  accounts  of Z for
                    2001.

          7.4.5     In the event of any disagreement in respect of the amount of
                    the Z Profit the provisions of  sub-clauses  10.3 to 10.6 of
                    this  Agreement  shall  apply as if  references  to  "Option
                    Price"  were  to  the Z  Profit  and  references  to  "Draft
                    Statement"  were  references  to  the  calculation  of the Z
                    Profit.

8.        ADMISSION

8.1       Intention to seek Admission

          8.1.1     The Shareholders agree,  without being legally bound in this
                    respect,  that their  common  objective is that the Business
                    shall  be  carried  out  with a  view  to  Admission  by the
                    Admission Deadline.

                                                                              19
<PAGE>

          8.1.2     The parties  will  procure that the Board shall from time to
                    time discuss the timing of Admission  and shall  appoint the
                    Investment Bank to advise in relation to Admission.

          8.1.3     C shall  procure  that if a majority of the A Directors  and
                    the  B  Director  votes  to  proceed  with  Admission  the B
                    Director  shall proceed with  Admission and cooperate  fully
                    therewith subject to compliance with all applicable laws and
                    regulations.

          8.1.4     If a majority of the A Directors  and the B Director vote to
                    proceed with Admission:

                    (A)  each  Shareholder  shall  co-operate  fully  with,  and
                         procure that any  Permitted  Transferee  (as defined in
                         the New  Articles) to which it has  transferred  Shares
                         shall   co-operate  fully  with  the  Company  and  its
                         financial  and  other  advisers  in  order  to  achieve
                         Admission;

                    (B)  each Shareholder  shall agree with the other parties to
                         this  Agreement  (and procure  that any such  Permitted
                         Transferee  agrees) such amendments to the New Articles
                         as  are  determined  by  the  Board  to  be  reasonably
                         necessary  in  order  to  achieve  Admission  or as are
                         required  by the  relevant  regulatory  authority  as a
                         condition of such Admission; provided, however, that no
                         Shareholder  shall  thereby be required to agree to any
                         such amendment  which shall have the effect of imposing
                         upon it an obligation to contribute a greater amount of
                         capital  (whether  in cash or kind)  than it is already
                         obliged to contribute; and

                    (C)  each of P and C  shall  offer  for  sale as part of the
                         initial  public  offering  an equal  number of  Shares,
                         provided that P shall not be required to offer for sale
                         more than five per cent of the issued share  capital as
                         enlarged  by the issue of new  Shares to the  public as
                         part of the initial public offering.

8.2       First Put Option

          8.2.1     If Admission does not take place by the Admission  Deadline,
                    then,  provided that C has not committed any Relevant Act, C
                    shall have the option to require P to purchase  all (but not
                    some  only) of the  Shares in the  Company  legally  held or
                    beneficially  owned by any member of the C Group  subject to
                    the following provisions of this clause 8.

          8.2.2     Subject to the  following  provisions  of this clause 8, the
                    Option  Price  shall be the  greater of  (pound)75  (seventy
                    five)  million  in  cash  and the  cash  sum  calculated  as
                    follows:

                    (EP + EC)  x  NI  x  (CS)
                    ---------     --     ----
                        2          2      IS

                        Where:

                        EP  = The multiple  represented  by the average  closing
                              price  of a P  share  as  published  by the  Paris
                              Bourse on each of the 60 days immediately prior to
                              the date of exercise of

                                                                              20
<PAGE>

                              the  Option on which the Paris  Bourse is open for
                              the transaction of business divided by the average
                              EPS of P for each of the two financial years ended
                              immediately  prior to the date of  exercise of the
                              Option  (calculated  by  reference  to the audited
                              consolidated  accounts  of P  for  each  of  those
                              years).

                        EC  = The multiple  represented  by the average  closing
                              middle  market  quotation  of a C share as derived
                              from the Stock  Exchange  Daily  Official  List on
                              each of the 60 days immediately  prior to the date
                              of  exercise  of the  Option on which  the  London
                              Stock  Exchange  is open  for the  transaction  of
                              business) divided by the average EPS of C for each
                              of the two financial years ended immediately prior
                              to the date of exercise of the Option  (calculated
                              by reference to the audited consolidated  accounts
                              of C for each of those years) provided that in the
                              event of C or a potential or actual  offeror for C
                              having made an  announcement  concerning an actual
                              or  potential  offer for the  whole of the  issued
                              shares of C (not  already  owned by the offeror or
                              its concert  parties)  before the date of exercise
                              of the  Option  the  aforesaid  period  of 60 days
                              shall be that 60 day period  ended 7 days prior to
                              the date of such announcement.

                        EPS = The fully  diluted  earnings per share (before any
                              distribution and before goodwill  amortisation and
                              exceptional and extraordinary  items as defined by
                              UK GAAP in the  case of C and  French  GAAP in the
                              case of P)  calculated by reference to the audited
                              consolidated accounts of C or P as relevant and to
                              the  number  of shares of C and P (as the case may
                              be) in issue on the  first  day of the said 60 day
                              period.

                        NI  = The audited  consolidated  profit  attributable to
                              the  Shareholders  (before  any  distribution  and
                              before goodwill  amortisation  and exceptional and
                              extraordinary  items as  defined  by UK GAAP)  for
                              each of the two financial years ending immediately
                              prior to the date of  exercise  of the Option save
                              that if two  financial  years of the Company  have
                              not  occurred  before the date of  exercise of the
                              Option the parties  shall  negotiate in good faith
                              an  appropriate  NI figure taking into account the
                              consolidated  net  income of the  Company  and its
                              subsidiaries  for the period from Completion until
                              the date of  exercise  of the Option and twice the
                              audited  consolidated  profit  attributable to the
                              shareholders  of Z (before  any  distribution  and
                              before goodwill  amortisation  and exceptional and
                              extraordinary items as defined by UK GAAP) for the
                              balance of such two years  (apportioned  on a time
                              basis for periods not equivalent

                                                                              21
<PAGE>

                              to a  completed  financial  year),  and if no such
                              agreement  is  reached  within a period of 15 days
                              following  the  date  of  exercise  of the  Option
                              either   party   shall  be  entitled  to  serve  a
                              Disagreement  Notice pursuant to clause 11 of this
                              Agreement  and any  independent  firm of chartered
                              accountants   appointed   pursuant  thereto  shall
                              decide  upon an NI figure  taking  account  of the
                              above.

                        CS  = The  number of  Shares  held by  members  of the C
                              Group

                        IS  = The number of Shares in issue.

                    Provided that if a capital reorganisation or issue of shares
                    is  announced  or  effected  by P or C in  the  said  60 day
                    period, such adjustments (if any) shall be made to the EP or
                    EC, as the case may be, as the  Auditors  recommend in order
                    to ensure that EP and EC reflect the effect of such  capital
                    reorganization  or issue of shares,  provided  that the said
                    recommendation  of the  Auditors  shall be subject to clause
                    10.

          8.2.3     For so long as C is subject to the  Listing  Rules of the UK
                    Listing  Authority  the Option  Price  shall not,  under any
                    circumstance,  be  higher  than 25 per cent.  of the  market
                    capitalisation  of C at the  time  the  relevant  Option  is
                    exercised, or such other percentage as would require C under
                    the   aforesaid   rules  to  procure  the  approval  of  its
                    shareholders to the exercise of the relevant Option.

          8.2.4     If Admission has not been obtained by the Admission Deadline
                    as a result of:

                    (A)  a decision to that effect by P or the A Directors,  the
                         purchase price for the Option Share shall be the Option
                         Price;

                    (B)  a result of a refusal by C or the B  Director  to agree
                         to Admission in circumstances  where (i) the Investment
                         Bank has  advised  that it would  be  appropriate  seek
                         Admission prior to the Admission  Deadline and (ii) the
                         Board  has  resolved  to seek  Admission  prior  to the
                         Admission  Deadline,  the Option Price shall be reduced
                         by 15% save that it shall  not be less  than  (pound)75
                         (seventy five) million.

          8.2.5     The First Put Option shall be exercisable no later than nine
                    months after the Admission Deadline by written notice served
                    on P by C.

8.3       First Call Option

          8.3.1     If Admission does not take place by the Admission  Deadline,
                    because  C or  the B  Director  have  refused  to  agree  to
                    Admission in circumstances where (i) the Investment Bank has
                    advised that it would be appropriate to seek Admission prior
                    to the Admission Deadline and (ii) the Board has resolved to
                    seek Admission prior to the Admission Deadline, P shall have
                    the  option to  require C to sell all (but not some only) of
                    the Shares in the Company legally held or beneficially owned
                    by  any  member  of the C  Group  subject  to the  following
                    provisions of this clause 8.

                                                                              22
<PAGE>

          8.3.2     The  price  at  which  the  First  Call   Option   shall  be
                    exercisable  shall be the Option Price  reduced by 15%, save
                    that it shall  not be less  than  (pound)75  (seventy  five)
                    million.

          8.3.3     The First Call  Option  shall be  exercisable  no later than
                    nine months after the Admission  Deadline by written  notice
                    served on C by P.

8.4       Provisions relating to First Put Option and to First Call Option

          8.4.1     The Option  Shares  shall be sold with full title  guarantee
                    and  free  from  all  liens,   charges,   encumbrances   and
                    restrictions (other than any restrictions in the articles of
                    association  of the Company)  and with all rights  attaching
                    thereto as at the date of  service of the notice  exercising
                    the relevant option or arising thereafter.

          8.4.2     Completion of the sale of the Option Shares shall take place
                    within 14 days  after (i) the date of  service  of the Draft
                    Statement,  or (ii) the settlement of the matters set out in
                    a  Disagreement  Notice,  or (iii) the  independent  firm of
                    chartered  accountants  appointed under  sub-clause 10.4 has
                    issued a final decision, as the case may be. On completion C
                    shall deliver or procure to be delivered to P or as it shall
                    reasonably  direct  duly  executed  transfers  of the Option
                    Shares  together  with the  relative  certificates  and upon
                    receipt  thereof P shall  transfer the Option Price in cash,
                    calculated pursuant to the above provisions, to such account
                    as C shall reasonably require.

9.        SECOND CALL OPTION, SECOND PUT OPTION AND THIRD PUT OPTION

9.1       Grant of Second Call Option

          9.1.1     P shall have the  option to acquire  all (but not some only)
                    of  C's  shares  in the  Company  subject  to the  following
                    provisions of this clause 9:-

                    The Second Call Option shall be  exercisable  by P within 60
                    days after P becomes  aware of that any of the following has
                    occurred:

                    (A)  any  person or group of persons  acting in concert  (as
                         defined in the City Code on Takeovers  and Mergers) has
                         acquired Control of C;

                    (B)  C has committed a Relevant Act;

                    (C)  the C Group has become unable or admitted  inability to
                         pay its debts as they fall due;

                    (D)  a moratorium has been declared in respect of a material
                         part of the total indebtedness of the C Group.

          9.1.2     The  price  at  which  the  Second  Call  Option   shall  be
                    exercisable is the Option Price

          9.1.3     The Option  Shares  shall be sold with full title  guarantee
                    and  free  from  all  liens,   charges,   encumbrances   and
                    restrictions (other than any restrictions in the articles of
                    association  of the Company)  and with all rights  attaching
                    thereto as

                                                                              23
<PAGE>

                    at the date of service of the notice  exercising  the Second
                    Call Option or arising thereafter.

          9.1.4     Completion of the sale of the Option Shares shall take place
                    within 14 days  after (i) the date of  service  of the Draft
                    Statement  (if  it is  accepted  by the  relevant  recipient
                    party),  or (ii) the  settlement of the matters set out in a
                    Disagreement  Notice,  or  (iii)  the  independent  firm  of
                    chartered  accountants  appointed under  sub-clause 10.4 has
                    issued a final decision, as the case may be. On completion C
                    shall deliver or procure to be delivered to P or as it shall
                    reasonably  direct  duly  executed  transfers  of the Option
                    Shares  together  with the  relative  certificates  and upon
                    receipt thereof P shall transfer the Option Price in cash to
                    such account as C shall reasonably require.

9.2       Grant of Second and Third Put Options

          9.2.1     C shall have the option to  require P to  purchase  all (but
                    not some only) of the Shares in the Company  legally held or
                    beneficially  owned by any member of the C Group  subject to
                    the following provisions of this clause 9.

          9.2.2     The Second Put Option  shall be  exercisable  by C within 60
                    days after any person or group of persons  acting in concert
                    (as defined in the City Code on  Takeovers  and Mergers) has
                    acquired Control of C;

          9.2.3     The Third Put  Option  shall be  exercisable  by C within 60
                    days after the approval,  by the annual  general  meeting of
                    the Company,  of the annual  accounts of the Company (as set
                    out in clause 6.3 above), if the Company has fallen short by
                    more than 10% (ten per cent.), of the targets (in respect of
                    profits) as set out in the budget  approved by the Board for
                    the relevant financial year.

          9.2.4     The price at which the  Second  Put  Option or the Third Put
                    Option shall be exercisable is the Option Price.

9.3       Provisions relating to the Second Put Option and to Third Put Option

          9.3.1     The Option  Shares  shall be sold with full title  guarantee
                    and  free  from  all  liens,   charges,   encumbrances   and
                    restrictions (other than any restrictions in the articles of
                    association  of the Company)  and with all rights  attaching
                    thereto as at the date of  service of the notice  exercising
                    the Second Put Option or Third Put  Option,  as the case may
                    be, or arising thereafter.

          9.3.2     Completion of the sale of the Option Shares shall take place
                    within 14 days  after (i) the date of  service  of the Draft
                    Statement  (if it is accepted by P), or (ii) the  settlement
                    of the matters set out in a  Disagreement  Notice,  or (iii)
                    the  independent  firm of  chartered  accountants  appointed
                    under  sub-clause 10.4 has issued a final  decision,  as the
                    case may be. On  completion C shall deliver or procure to be
                    delivered  to  P or  as  it  shall  reasonably  direct  duly
                    executed  transfers of the Option  Shares  together with the
                    relevant  certificates  and  upon  receipt  thereof  P shall
                    transfer the Option  Price,  in cash, as the case may be, to
                    such account as C shall reasonably require.

                                                                              24
<PAGE>

10.       OPTION STATEMENT

10.1      Within 5 Business Days of the date of exercise of any of the Options C
          (in the  case of a put  option)  or P (in the  case of a call  option)
          shall  prepare a draft  statement  of the  calculation  of the  Option
          Price.  C or P (as  relevant)  shall send the Draft  Statement  to the
          other,  and in  respect  of the First Put  Option  and the First  Call
          Option,  C or P (as  relevant)  shall also send a copy of its  audited
          consolidated  accounts  for the year  ending 31st  December  2003 (the
          "Accounts"), within the 5 Business Day period referred to above.

10.2      If C or P (as  relevant)  accepts the matters  contained  in the Draft
          Statement  or if C or P (as  relevant)  does not  elect,  by notice in
          writing to the other,  within 10 Business Days of receipt of the Draft
          Statement  to refer the matter for  determination  pursuant  to clause
          10.3 below,  then the option price  contained  in the Draft  Statement
          shall  constitute  the Option  Price for the  relevant  Option for the
          purposes of this  Agreement  and shall be final and  binding  upon the
          Parties.

10.3      If C or P (as relevant) does not agree with the option price stated in
          the Draft Statement, C or P (as relevant) shall within the 10 Business
          Day period  referred to in clause 10.2 above serve  written  notice on
          the other to that effect stating the reasons behind such  disagreement
          (`a Disagreement Notice').

10.4      If C or P (as  relevant)  serves a  Disagreement  Notice  on the other
          within the period of 10 Business  Days referred to in clause 10.3 then
          C and P shall, acting in good faith, try to settle the matters set out
          in the  Disagreement  Notice  and agree the  Option  Price  within the
          period  of  10  Business  Days  after  the  date  of  service  of  the
          Disagreement Notice (`the Resolution Period'). If C and P do not agree
          the  option  price  contained  in  the  Draft  Statement   within  the
          Resolution Period then the matters set out in the Disagreement  Notice
          and remaining in dispute shall be referred to an  independent  firm of
          chartered  accountants,  to be  appointed  jointly by C and P within 5
          Business Days of the expiry of the  Resolution  Period or (in default)
          as soon as  practicable  by the  President  for the time  being of the
          Institute  of  Chartered  Accountants  in  England  and  Wales  on the
          application  of either C or P; the firm of  accountants  so  appointed
          shall be deemed to act as an expert and not as an  arbitrator  and its
          decision shall be final and binding on the parties.

10.5      The Parties shall give such  assistance as may be reasonably  required
          to enable the Accounts to be prepared  and, if  applicable,  to enable
          the firm of chartered accountants appointed under clause 10.4 to carry
          out their duties under this Agreement;  and C and P shall procure that
          proper  access to the books of account and  accounting  records of the
          Company and its subsidiary and associated  undertakings  is given to C
          and P and their  accountants for the purposes of this clause 10.5 and,
          if applicable,  to the chartered  accountants  appointed  under clause
          10.4, to enable them to carry out their duties under this Agreement.

10.6      The fees of any firm of chartered  accountants  appointed under clause
          10.4 shall be paid equally by C and P.

                                                                              25

<PAGE>

11.       PROTECTION OF THE BUSINESS

11.1      Definitions

          In this clause 11:

          11.1.1    "competing business" means;

                    (A)  in the case of C any business in Argentina,  Australia,
                         Austria,  Belgium,  Canada,  Denmark,  France, Germany,
                         Greece,  Ireland,  Italy,  Malaysia,  Netherlands,  New
                         Zealand,  Poland, Portugal,  Singapore,  Spain, Sweden,
                         Switzerland,  United Kingdom and USA (but excluding any
                         business  carried on in any of the above countries by a
                         franchisee  named in Schedule 7 or Cordiant US Holdings
                         Inc and any company under its Control)  which  competes
                         with the Business;

                    (B)  in  the  case  of P any  business  in  Canada,  France,
                         Germany, Italy,  Netherlands,  Portugal,  Spain, United
                         Kingdom,  USA (only in  respect of Agency  Clients  (as
                         such  term  is  defined  in  the  New  Media   Services
                         Agreement) of Publicis Bloom,  Inc.,  Publicis  Dialog,
                         Inc.  and  Saatchi &  Saatchi  USA  including,  but not
                         limited to Saatchi & Saatchi  Compton  Worldwide,  Inc,
                         Saatchi & Saatchi North America,  Inc and any companies
                         under their Control) which competes with the Business;

          11.1.2    "restricted  services" means services of the same type as or
                    similar to any  services  supplied by Z or the O Business at
                    Completion;

          11.1.3    in relation to units of the O Business  not  transferred  at
                    Completion,  the  restrictions in this clause shall apply to
                    the  territories  in which such units carry on business with
                    effect from  completion of the acquisition by the Company of
                    the relevant units and the expression  "Completion" shall be
                    construed accordingly in relation to such units;

          11.1.4    references to acting directly or indirectly include (without
                    prejudice to the generality of that  expression)  references
                    to  acting  alone or  jointly  with or by means of any other
                    person.

11.2      Restrictions

          Each of the P and C covenants with each of the other parties that,
          unless otherwise permitted by the New Media Services Agreement:

          11.2.1    until  the  Termination  Date,  it  shall  not  directly  or
                    indirectly:

                    (A)  solicit,  canvass or approach or  endeavour to solicit,
                         canvass or approach  on behalf of a competing  business
                         any person for the  purpose of  offering to that person
                         restricted  services or supply on behalf of a competing
                         business restricted services to any person:

                         (1)  who, to its knowledge,  was provided with services
                              by Z or the O  Business  in the  course of  carry-
                              ing  on  the Business  at any  time  during  the 2
                              years  prior  to Completion; or

                                                                              26
<PAGE>

                         (2)  who,  to  its knowledge, was negotiating with Z or
                              the O  Business  for the supply of services in the
                              course  of  the carrying on of the Business at any
                              time during the 12 months prior to Completion;

                    (B)  solicit  or entice  away or  endeavour  to  solicit  or
                         entice  away from the  Company on behalf of a competing
                         business  any  person  employed  by the  Company  in an
                         executive,  technical, or sales capacity with a view to
                         inducing  that person to leave such  employment  and to
                         act for  another  employer  in the  same  or a  similar
                         capacity in relation to the same field of work.

11.3      Restrictions Separate

          Each of the restrictions set out in sub-clause  11.2.1 is separate and
          severable and in the event of any such restriction being determined as
          unenforceable   in   whole   or  in   part   for  any   reason,   such
          unenforceability  shall not affect the enforceability of the remaining
          restrictions  or (in the case of restrictions  unenforceable  in part)
          the remainder of that restriction.

11.4      Exclusions

          11.4.1    Nothing  in  sub-clause  11.2  shall  prevent  C or  P  from
                    carrying  on  any  activities  permitted  by the  New  Media
                    Services Agreement.

          11.4.2    Nothing in sub-clause 11.2.1(B) shall operate to prevent any
                    member of the P Group from  employing  or using the services
                    of any person who is or was at any time an  employee  of any
                    member of the P Group.

          11.4.3    Nothing in sub-clause 11.2.1(B) shall operate to prevent any
                    member of the C Group from  employing  or using the services
                    of any person who is or was at any time an  employee  of any
                    member of the C Group.

          11.4.4    Nothing in sub-clause 11.2.1(B) shall operate to prevent any
                    member of the C Group or of the P Group  from  employing  or
                    using the  services  of any person who  responds  to general
                    advertising  of an  employment  vacancy not targeted at such
                    person or at employees of the Company's Group.

12.       REPRESENTATIONS AND WARRANTIES

12.1      General

          12.1.1    Each party to this Agreement (or, in the case of sub-clauses
                    12.1.7 and 12.1.8 each of the  Shareholders)  represents and
                    warrants to each of the other parties that:

          12.1.2    it is duly incorporated;

          12.1.3    it has the power to enter  into and to  exercise  its rights
                    and to perform its obligations under this Agreement;

          12.1.4    it has taken all necessary action to authorise the execution
                    of  and  the  performance  of  its  obligations  under  this
                    Agreement;

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          12.1.5    the  obligations  expressed  to be  assumed by it under this
                    Agreement are legal, valid, binding and enforceable;

          12.1.6    neither  execution nor  performance  of this  Agreement will
                    contravene any provision of:

                    (A)  any existing law, treaty or regulation;

                    (B)  its memorandum or articles of association; or

                    (C)  any  obligation  (contractual  or  otherwise)  which is
                         binding upon it, or upon any of its assets;

          12.1.7    (in  the  case  of each  of the  Shareholders)  neither  its
                    execution nor its  performance of this Agreement will result
                    in the  creation  of,  or  oblige  it to create or permit to
                    subsist,  an  Encumbrance  over any of its present or future
                    assets or revenues; and

          12.1.8    (in the case of each of the  Shareholders)  the Shares to be
                    transferred to and/or subscribed for by it will not, upon or
                    after such transfer and/or  subscription,  become subject to
                    any Encumbrance.

12.2      Relating to the Company

          P warrants to C that the Company is a wholly owned subsidiary of P and
          that prior to the  execution  of this  Agreement  the  Company has not
          traded and has no assets or  liabilities  and that prior to Completion
          the Company will not acquire any assets or incur any liabilities other
          than as expressly set out in this Agreement.

12.3      Relating to OHL

          P warrants to C that:

          12.3.1    OHL is a wholly owned subsidiary of P;

          12.3.2    prior to the execution of this Agreement the Company has not
                    traded  and has no assets or  liabilities  other  than the O
                    Business  (with the  exception of the O German  Shares which
                    are  to  be  transferred  pursuant  to  the  terms  of  this
                    Agreement);

          12.3.3    prior to Completion  the Company will not acquire any assets
                    or incur any liabilities  other than as expressly set out in
                    this Agreement.

13.       TERMINATION

13.1      Full Termination

          This Agreement shall, notwithstanding Completion, remain in full force
          and effect as between all the parties until the earliest of:

          13.1.1    the dissolution of the Company; or

          13.1.2    the obtaining of Admission; or

          13.1.3    no Shares being held by the P Group or the C Group; or

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          13.1.4    the agreement of all the parties that it be terminated; or

          13.1.5    the date on which C ceases to hold,  directly or indirectly,
                    at  least 15  (fifteen)  per  cent of the  Company's  issued
                    shares  (by  reference  to the  number  of  shares  held and
                    irrespective of nominal value).

13.2      Consequences of Termination

          Termination  of this  Agreement  shall  be  without  prejudice  to any
          accrued  rights  or  obligations  of the  parties  up to the  date  of
          termination  and the  provisions  of  clauses  11  (Protection  of the
          Business),   14  (Costs  and  Expenses),   15   (Confidentiality   and
          Announcements),  19 (Miscellaneous  Provisions) and 20 (Governing Law,
          Jurisdiction  and Service of Process)  shall  remain in full force and
          effect notwithstanding termination.

14.       COSTS AND EXPENSES

          Each party shall bear its own costs and  expenses,  including the fees
          and  expenses of its legal and other  advisers  and VAT or any similar
          tax thereon,  incurred in  connection  with the  establishment  of the
          joint venture pursuant to this Agreement including:

          14.1.1    the negotiation, preparation, printing and execution of this
                    Agreement  and  any  other  documents  referred  to in  this
                    Agreement or ancillary or incidental to it; and

          14.1.2    the negotiation,  preparation, printing and execution of all
                    supplements, waivers and variations of this Agreement or any
                    other  such  documents  as  are  referred  to in  sub-clause
                    14.1.1.

15.       CONFIDENTIALITY AND ANNOUNCEMENTS

15.1      General Restrictions

          Subject to the  exceptions  provided in sub-clause  15.2,  none of the
          parties  shall,  at any time,  whether  before or after the  expiry or
          sooner  termination of this Agreement,  without the written consent of
          the other parties, divulge or permit its officers,  employees, agents,
          advisers or  contractors  to divulge to any person  (other than to any
          respective  officers or employees  of a party or a person to whom,  in
          each case,  disclosure of  information  is permitted by this Agreement
          and who require  the same to enable  them  properly to carry out their
          duties):

          15.1.1    any of the contents of this Agreement;

          15.1.2    any information which it may have or acquire (whether before
                    or  after  the  date  of  this  Agreement)  relating  to the
                    Business  and/or  any  customers  of  or  suppliers  to  the
                    Business, or otherwise to the business, assets or affairs of
                    the Company;

          15.1.3    any information  which,  in consequence of the  negotiations
                    relating to this  Agreement or of a party being  involved in
                    the  Business  or  the  Company  in  any  manner  whatsoever
                    (including  as  a  Shareholder  and  as  an  appointor  of a
                    director)  or  performing  or  exercising   its  rights  and
                    obligations  under  this  Agreement,   any  party  may  have
                    acquired (whether before or after the date of

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                    this  Agreement)  with respect to the  customers,  business,
                    assets or affairs of any other party.

15.2      Exceptions

          The  restrictions  imposed by  sub-clause  15.1 shall not apply to the
          disclosure of any information by a party (the "disclosing party"):

          15.2.1    which  now  or  hereafter   comes  into  the  public  domain
                    otherwise  than as a result of a breach of such  undertaking
                    of confidentiality;

          15.2.2    which is required by law to be  disclosed  to any person who
                    is  authorised by law or competent  regulatory  authority to
                    receive the same or which is required by any governmental or
                    other authority or regulatory body;

          15.2.3    which is required to be disclosed by the  regulations of any
                    recognised  exchange  upon  which the share  capital  of the
                    disclosing  party is or is  proposed to be from time to time
                    listed or dealt in;

          15.2.4    to a court,  arbitrator  or  administrative  tribunal in the
                    course of  proceedings  before  it to which  the  disclosing
                    party is a party in a case where such disclosure is required
                    by such proceedings;

          15.2.5    to any professional advisers to the disclosing party who are
                    bound to the disclosing  party by a duty of confidence which
                    applies to any information disclosed;

          15.2.6    to the other parties to this Agreement; or

          15.2.7    pursuant to the terms of this Agreement.

16.       DISPUTE RESOLUTION

          In the event of a dispute  between the parties under this Agreement or
          under the respective New Media Services  Agreement,  the provisions of
          Schedule 6 shall apply save where clause 10 applies.

17.       GROUP RELIEF

17.1      Upon  notification by P that it requires the surrender of group relief
          to it or to a member of P's Group the Company  agrees to surrender or,
          in the  case of a  member  of the  Company's  Group,  to  procure  the
          surrender by way of group relief under Section 402 of the Taxes Act to
          P or to any member of P's Group,  as P shall  direct,  losses or other
          amounts  eligible for relief from  corporation  tax which are eligible
          for surrender by way of group relief within the  provisions of Chapter
          IV of Part X of the Taxes Act ("Losses"),  up to the maximum amount to
          which P or the member of P's Group is or are entitled as determined by
          the application of the relevant  provisions of Chapter IV of Part X of
          the Act in return for payment as referred to in clause 17.4 below.

17.2      P may by notice require the Company or a member of the Company's Group
          to accept (and the Company  agrees to so accept or to procure that the
          member of the Company's Group so accepts) a surrender to it by P or by
          a member of P's Group by way of group relief under  Section 402 of the
          Taxes Act of losses up to the maximum  amount which P or the member of
          P's Group is  entitled to  surrender  and the Company

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<PAGE>

          or the  member  of the  Company's  Group  is  entitled  to  accept  as
          determined by the application of the relevant provisions of Chapter IV
          of  Part X of  the  Act;  provided,  however,  that  where  there  are
          companies  with taxable  profits in the  Company's  Group,  these will
          first be reduced  by any losses  available  for  surrender  within the
          Company's Group.

17.3      The  Company  and P will give (or will  procure  that  there is given)
          appropriate  consents as referred to in  Paragraph  70 of Part VIII of
          Schedule 18 to the Finance Act 1998, and otherwise take such action as
          P shall  reasonably  request to ensure that the amounts can be and are
          duly surrendered in accordance with relevant statutory  provisions and
          Inland Revenue practice, in all cases promptly and in any event within
          relevant time limits.

17.4      As  consideration  for any surrender of Losses made in accordance with
          Clauses 17.1 or 17.2, the party accepting the surrender of Losses (the
          "Claimant")  shall pay (or where the Claimant is a member of P's Group
          or the Company's Group, P or the Company as appropriate  shall procure
          that the Claimant  shall so pay),  on or before the date (the "Payment
          Date") on which  the tax would  otherwise  have  been  payable  to the
          surrendering  company  a sum  equal  to the  tax  which  but  for  the
          surrender would have been payable by the Claimant;  provided, however,
          that no payment shall be made for group relief or any other relief for
          any period  ending on or before 31 December  1997 other than  payments
          which have  already been made or accrued as at 31 December  1996.  The
          amount of any  payment  shall be reduced by the amount of any  surplus
          Advance Corporation Tax which is generated in the Company's Group as a
          result of the surrender of losses.

17.5      If the  Claimant  does  not  make  payment  of any  amount  due  under
          sub-clause  17.4 by the  Payment  Date it shall  also pay (or,  if the
          Claimant is a member of P's Group or the  Company's  Group,  then P or
          the Company as appropriate  shall procure that the Claimant shall pay)
          to the  surrendering  company  interest  (before  as well as after any
          judgement) on the unpaid amount at the interest rate prevailing  under
          Section  87A of the Taxes  Management  Act 1970  during  the  relevant
          period in respect of underpaid tax.

17.6      In the event that any payment  made under  Clause 17.4 above proves to
          be an overpayment (because the amount of the Losses proves to be lower
          than the amount  assumed to be  available  at the time the  payment is
          made), the party receiving the overpayment  shall (and where the party
          receiving the  overpayment is a member of P's Group or a member of the
          Company's  Group, P or the Company as  appropriate  shall procure that
          the party receiving the overpayment  shall) refund to the surrendering
          party the amount of the  overpayment,  together with interest from the
          relevant  Payment Date on the amount of the overpayment  calculated at
          the interest rate prevailing under Section 87A of the Taxes Management
          Act 1970 in respect of the period from the date on which the  relevant
          payment was made until the date the overpayment is refunded.

17.7      In the event of any dispute  with the Inland  Revenue in relation to a
          surrender  or proposed  surrender  of Losses  within the scope of this
          clause 17 or in respect of any other  taxation  matters,  the  Company
          shall take such steps as may reasonably and properly be requested by P
          to appeal or compromise the dispute.

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<PAGE>

18.       CONDUCT OF TAX AFFAIRS

18.1      The  Company  shall  at  the  request  of  P  make  any  elections  or
          notifications necessary to obtain the benefit of any treaties relating
          to double  taxation or otherwise  for the purposes of  minimising  any
          withholding  taxes in respect of interest or other payments made by or
          to the Company.

18.2      The  Company  shall  conduct  its  tax  affairs  (including,   without
          limitation,  the  submission  of returns and the making of any claims,
          elections,  consents and any other  correspondence or matters relating
          to tax) in accordance with the reasonable and proper requests of P.

19.       MISCELLANEOUS PROVISIONS

19.1      No Partnership

          Nothing in this  Agreement or in any document  referred to in it shall
          constitute  any of the  parties a partner of any other,  nor shall the
          execution,  completion and  implementation of this Agreement confer on
          any party any power to bind or  impose  any  obligations  to any third
          parties on any other party or to pledge the credit of any other party.

19.2      Assignment

          None of the  parties  may  assign  any of their  respective  rights or
          obligations under this Agreement nor any of the documents  referred to
          in this  Agreement  in whole or in part (except for an  assignment  of
          rights  (but  not   obligations)  to  a  person  to  whom  Shares  are
          transferred  in  accordance in all respects  with the  provisions  and
          requirements of sub-clause 5.2.5(B) of this Agreement).

19.3      Waiver

          No delay by or omission of any party in exercising  any right,  power,
          privilege or remedy under this Agreement  shall operate to impair such
          right, power, privilege or remedy or be construed as a waiver thereof.
          Any single or partial exercise of any such right, power,  privilege or
          remedy shall not preclude any other or future exercise  thereof or the
          exercise of any other right,  power,  privilege or remedy.  The rights
          and  remedies  provided  in  this  Agreement  are  cumulative  and not
          exclusive of any rights and remedies provided by law.

19.4      Entire Agreement

          19.4.1    This Agreement,  together with the Agreed Drafts, represents
                    the  entire   understanding,   and   constitutes  the  whole
                    agreement,  in relation to its subject matter and supersedes
                    any  previous  agreement  between the parties  with  respect
                    thereto  and,  without  prejudice to the  generality  of the
                    foregoing,   excludes  any  warranty,   condition  or  other
                    undertaking implied at law or by custom.

          19.4.2    Each  party  confirms  that,  except  as  provided  in  this
                    Agreement,  no party  has  relied on any  representation  or
                    warranty  or  undertaking  which  is not  contained  in this
                    Agreement, or in the Agreed Drafts and, without prejudice to
                    any liability  for  fraudulent  misrepresentation,  no party
                    shall be under any  liability

                                                                              32
<PAGE>

                    or shall have any remedy in respect of  misrepresentation or
                    untrue  statement unless and to the extent that a claim lies
                    under this Agreement.

          19.4.3    No term of this Agreement is enforceable under the Contracts
                    (Rights of Third  Parties) Act 1999 by a person who is not a
                    party to this Agreement.

19.5      Notices

          19.5.1    Any notice or other  communication  to be given by one party
                    to  another  under,   or  in  connection  with  the  matters
                    contemplated  by this  Agreement  shall be  addressed to the
                    recipient  and sent to the  address or  facsimile  number of
                    such other party given in this Agreement for the purpose and
                    marked  for the  attention  of the  person  so given or such
                    other  address in England or facsimile  number and/or marked
                    for such other  attention  as such other party may from time
                    to time  specify  by notice  given in  accordance  with this
                    clause  to  the  party   giving  the   relevant   notice  or
                    communication  to it. In the case of each  Shareholder,  the
                    relevant  details as at the date of this  Agreement  are set
                    out in Schedule 1. In the case of the Company,  such details
                    are:

                    Address:                     82 Baker Street
                                                 London
                                                 W1U 6AE

                    Facsimile Number:            020 78303656

                    For the attention of:        the Company Secretary

          19.5.2    Any notice or other  communication  to be given by any party
                    to any other party under,  or in connection with the matters
                    contemplated by this Agreement shall be in writing and shall
                    be given by letter  delivered by hand or sent by first class
                    prepaid post (airmail if overseas) or  facsimile,  and shall
                    be deemed to have been received:

                    (A)  in the case of delivery by hand, when delivered; or

                    (B)  in the case of first class  prepaid post, on the second
                         day  following  the day of posting or (if sent  airmail
                         from  overseas) on the fifth day  following  the day of
                         posting; or

                    (C)  in the case of  facsimile,  on  acknowledgement  of the
                         addressee's  facsimile  receiving equipment (where such
                         acknowledgement  occurs before 1700 hours on the day of
                         acknowledgement)  and  in any  other  case  on the  day
                         following the day of acknowledgement.

          19.5.3    Any notice or other communication not received on a Business
                    Day or received  after 1700 hours local time on any Business
                    Day in the place of receipt  shall be deemed to be  received
                    on the next following Business Day.

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<PAGE>

19.6      Counterparts

          This  Agreement may be executed in any number of  counterparts  and by
          the  different  parties on separate  counterparts,  each of which when
          executed and  delivered  shall  constitute  an  original,  but all the
          counterparts   shall   together   constitute  but  one  and  the  same
          instrument.

19.7      Variations

          No  variation  to this  Agreement  shall be  effective  unless made in
          writing and signed by or on behalf of the parties.

19.8      Options

          P and C agree that upon valid  exercise of any of the Options,  by the
          party  entitled to it as set out under this  Agreement,  all the other
          Options will no longer be exercisable.

19.9      Franchises

          19.9.1    P will procure that in relation to the franchise  agreements
                    between Z and the  franchisees  named in Schedule 7, Z shall
                    not give notice to  terminate  such  agreements  with effect
                    from a date  prior to 1 (one)  year  after C has  ceased  to
                    hold, directly or indirectly, at least 15 (fifteen) per cent
                    of the  Company's  issued shares (by reference to the number
                    of shares held and  irrespective of nominal  value),  except
                    where it is  entitled  to do so as a result of the breach of
                    the terms of any such  agreement by the relevant  franchisee
                    or as a  result  of  the  Change  in  Control  of any of the
                    franchisees named in Schedule 7.

          19.9.2    If any of the relevant  franchise  agreements is for a fixed
                    term, such term shall not expire,  subject to the consent of
                    the  relevant  franchisee,  before 1 (one)  year after C has
                    ceased  to  hold,  directly  or  indirectly,   at  least  15
                    (fifteen)  per cent.  of the  Company's  issued  shares  (by
                    reference to the number of shares held and  irrespective  of
                    nominal value).

20.       GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS

20.1      English Law

          This Agreement shall be governed by, and construed in accordance with,
          English law.

20.2      Jurisdiction

          The  Courts  of  England  shall  have  non-exclusive  jurisdiction  in
          relation to any claim, dispute or difference concerning this Agreement
          and any matter arising therefrom.

20.3      Waiver

          Each party irrevocably  waives any right that it may have to object to
          an action being brought in those Courts,  to claim that the action has
          been brought in an  inconvenient  forum, or to claim that those Courts
          do not have jurisdiction.

20.4      Other jurisdictions

          The submission to the  jurisdiction of the Courts of England shall not
          limit the  right of either  party to bring  legal  proceedings  in any
          other court of competent jurisdiction

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<PAGE>

          including without limitation the courts having  jurisdiction by reason
          of either party's  domicile.  Legal proceedings by either party in any
          one or more  jurisdictions  shall not preclude legal proceedings by it
          in any  other  jurisdiction,  whether  by way of  substantive  action,
          provisional relief, enforcement or otherwise.

20.5      Service of documents

          Each party agrees that without  preventing  any other mode of service,
          any document in an action (including, but not limited to, a claim form
          or any other  document to be served under the Civil  Procedure  Rules)
          may be  served  on any  party by being  delivered  to or left for that
          party at its address for service of notices under  sub-clause 19.5 and
          each party  undertakes to maintain such an address at all times in the
          United  Kingdom and to notify the other party in advance of any change
          from time to time of the details of such  address in  accordance  with
          the manner prescribed for service of notices under clause 19.5.

          IN WITNESS whereof the parties have executed this Agreement on the day
          and year first hereinbefore mentioned.

                                                                              35
<PAGE>

SIGNED by MICHAEL BUNGEY
On behalf of Cordiant Communications Group plc    /s/Michael Bungey
in the presence of:                               ------------------------------
/s/



SIGNED by MAURICE LEVY
on behalf of Publicis Groupe SA                   /s/Maurice Levy
in the presence of:                               ------------------------------
Frances Shiner                                    /s/Frances Shiner


SIGNED by MAURICE LEVY
on behalf of Mediavista Limited                   /s/Maurice Levy
in the presence of:                               ------------------------------
Frances Shiner                                    /s/Frances Shiner

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